Use of the Licensed Marks. (A) Manner of Use of Licensed Marks. Licensee shall use the Licensed Marks only in the form and manner prescribed from time to time by Licensor, and shall not use any other trademark, service mark, ▇▇mbol, design, trade name or like indicia in combination with any Licensed Mark ▇▇▇hout the express prior written consent of Licensor. No Website operated by Licensee under the Licensed Marks shall contain a link to any other Website or be operated as a co-branded Website without the express prior written consent of Licensor. Before authorizing any link to a Website operated by Licensee under the Licensed Marks from any other Website, Licensee shall notify Licensor of the proposed link, and Licensee shall not authorize such link if Licensor promptly notifies Licensee that in Licensor's opinion, exercised in good faith, there is a reasonable basis to believe that the proposed link would be detrimental to Licensor. Licensee acknowledges that it is familiar with the high standards, quality, style and image of programming produced by Licensor and its Controlled Affiliates and agrees to use the Licensed Marks in a manner that is consistent with such high standards, quality, style and image. Licensee shall use the Licensed Marks only pursuant to the license granted hereby, only in a manner which will ensure no loss by Licensor of any rights in any of the Licensed Marks, and only in compliance with such rules, standards, instructions and other requirements as Licensor may from time to time prescribe. Licensee's right to use the Licensed Marks is limited to such uses as are expressly authorized hereunder, and any unauthorized use thereof shall constitute an infringement of Licensor's rights and a material breach of this Agreement. Licensee acknowledges and agrees that Licensor's approval of or consent to any specific use of any Licensed Mark ▇▇▇s not constitute approval of or consent to any other use.
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Use of the Licensed Marks. (A) Manner of Use of Licensed Marks. Licensee shall use the Licensed Marks only in the form and manner prescribed from time to time by Licensor, and shall not use any other trademark, service mark, ▇▇mbol, design, trade name or like indicia in combination with any Licensed Mark ▇▇▇hout the express prior written consent of Licensor. No Website operated by Licensee under the Licensed Marks shall contain a link to any other Website or be operated as a co-branded Website without the express prior written consent of Licensor. Before authorizing any link to a Website operated by Licensee under the Licensed Marks from any other Website, Licensee shall notify Licensor of the proposed link, and Licensee shall not authorize such link if Licensor promptly notifies Licensee that in Licensor's opinion, exercised in good faith, there is a reasonable basis to believe that the proposed link would be detrimental to Licensor. a. Licensee acknowledges that it Licensor is familiar with the high standards, quality, style and image owner of programming produced by Licensor and its Controlled Affiliates and agrees the goodwill attached or which shall become attached to use the Licensed Marks in a manner that is consistent connection with such high standardsthe Permitted Use.
b. The Parties hereby agree to cooperate with each other in the conduct or defense of any Claim, quality, style and image. in the negotiations in respect of any Claim relating to any of the Licensed Marks.
c. Licensee shall use never challenge or encourage anyone to challenge Licensor’s ownership of or the validity of the Licensed Marks only pursuant or any application for registration thereof or any trademark, copyright or other registration relating to the license granted herebyLicensed Products or any rights of Licensor thereto.
d. Licensee shall not, only at any time or in any manner, knowingly or intentionally, engage in any activity or perform or permit any act which may in any way adversely affect any rights of Licensor to the Licensed Marks or any registrations or applications for registration thereof or which may directly or indirectly reduce the value of the Licensed Marks or derogate or detract from the repute thereof. To the extent that Licensee should have known that the consequences of the aforesaid action taken by or on behalf of Licensee, or caused by Licensee, was likely to materially adversely affect the interests of Licensor, such action shall be deemed to be a manner breach of this subsection, whether or not the Licensee engaged in such action knowingly and/or intentionally.
e. In the event of Licensee’s unapproved or unauthorized use of the Licensed Marks, including promotional and advertising materials, or the failure of Licensee to comply with any provisions hereof, Licensor shall have the right to: (i) immediately revoke Licensee’s rights with respect to any such Licensed Product licensed under this Agreement, and/or (ii) at Licensee’s expense, confiscate or order the destruction of such unapproved, unauthorized or noncomplying products and materials. Such right(s) shall be in addition to and without prejudice to any other rights Licensor may have under this Agreement or otherwise.
f. Licensee recognizes the great value of the good will associated with the Licensed Marks and acknowledges that such good will belongs exclusively to the Licensor, and that Licensee shall acquire no proprietary rights in the Licensed Marks or their good will by virtue of this Agreement. Licensee further recognizes that the Licensed Marks have acquired secondary meaning in the mind of the public. Accordingly, Licensee agrees that the breach of its obligations under this Agreement will cause Licensor irreparable damages which will ensure no loss may not be compensable by monetary damages, and that in the event of such breach, in addition to any other rights or remedies which Licensor may have, Licensor may seek and obtain injunctive relief, without the necessity of posting bond (unless otherwise required by law).
g. Licensee shall promptly notify Licensor in writing, giving reasonable detail, if any of the following matters come to its attention: (A) any actual, suspected or threatened infringement of the Licensed Marks; (B) any actual, suspected or threatened Claim contesting Licensor’s ownership of the Licensed Marks; (C) any actual, suspected or threatened Claim that use of the Licensed Marks infringes the rights of any third party; or (D) any other actual, suspected or threatened Claim to which the Licensed Marks may be subject.
h. Licensor shall have the initial right, but not the obligation, in Licensor’s sole discretion, to determine whether, and in what manner, to assert and bring claims to protect, preserve, or defend the Licensed Marks against actual or suspected infringement, attack or challenge. If Licensor decides to assert its rights or bring any Claim, Licensee agrees, as may be reasonably requested by Licensor, to cooperate with Licensor in any such action, including, without limitation, by joining the action as a party if necessary to maintain standing or otherwise bring suit. All out-of-pocket expenses, including reasonable attorneys’ fees, expert witness fees, and court costs, related to Licensee’s participation in such infringement action at the request of Licensor, shall be borne solely by Licensor. Any award, or portion of any award, recovered by Licensor in any such action or proceeding commenced by Licensor shall belong solely to Licensor after recovery by both parties of their respective actual out-of-pocket costs. To the extent that Licensee shares any costs as a result of such assistance, Licensee shall share in any recovery, pro-rata in proportion to any costs actually incurred by Licensee.
i. If Licensor determines not to take any such action with respect to the Licensed Marks, it shall notify Licensee, who, upon receiving the consent of Licensor, may take such protective action in its own name and at its own expense; provided that Licensee keep Licensor informed of the status of Licensee’s activities regarding such action and any settlement or other resolution thereof. Prior to entering into any settlement or commencing or engaging in any litigation or suit with respect to any Licensed Marks, Licensee shall obtain Licensor’s approval to enter into such settlement or commence or engage in such litigation. Licensor shall cooperate with Licensee or join in any such action at Licensee’s reasonable request and expense. All out-of-pocket expenses, including reasonable attorneys’ fees, expert witness fees, and court costs, related to Licensor’s participation in such infringement action at the request of Licensee shall be borne solely by Licensee. Any award, or portion of any rights award, recovered by Licensee in any such action or proceeding commenced by Licensee shall belong solely to Licensee, after recovery by both Parties of their respective actual out-of-pocket costs. To the extent that Licensor shares any costs as a result of such assistance, Licensor shall share in any recovery, pro-rata in proportion to any costs actually incurred by Licensor.
j. The Parties hereby agree to cooperate with each other in the conduct or defense of any legal action, and in the negotiations in respect of any legal action relating to any of the Licensed Marks, and only each will provide to the other all relevant data, information and material in compliance with its possession which may be helpful in such rulesaction or negotiation, standardsat the cost and expense of the Party requesting such data, instructions information and other requirements as Licensor may from time to time prescribe. Licensee's right to use the Licensed Marks is limited to such uses as are expressly authorized hereunder, and any unauthorized use thereof shall constitute an infringement of Licensor's rights and a material breach of this Agreement. Licensee acknowledges and agrees that Licensor's approval of or consent to any specific use of any Licensed Mark ▇▇▇s not constitute approval of or consent to any other usematerial.
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